Cape Times

Fairfax withdraws partial offer for PPC

- Roy Cokayne

ONLY LafargeHol­cim, one of four initial potential bidders for a stake in listed cement and lime producer PPC, remains.

This follows Toronto Stock Exchange listed Fairfax Africa, which in September indicated a firm intention to make a partial offer to acquire a R2 billion stake in PPC that was conditiona­l on a proposed merger with rival cement producer AfriSam, withdrawin­g its partial offer.

Shares in PPC reacted to the withdrawal of the partial offer and declined, dropping by 0.61 percent on the JSE yesterday to close at R6.55.

Fairfax Africa's withdrawal of its partial offer followed Dublin-based CRH, the diversifie­d internatio­nal building materials company listed on the London, Dublin and New York stock exchanges, with a market capitalisa­tion of €27bn (R432bn), last week withdrawin­g its interest in submitting an all-cash proposal to acquire a controllin­g stake in PPC.

Dangote Cement, Africa's biggest cement producer, in September also reported that it was considerin­g a merger with PPC, but indicated the following month it was withdrawin­g its offer.

PPC interim chief executive Johan Claassen said last month that PPC viewed the increased interest from other companies in merging or acquiring a significan­t stake in PPC as opportunis­tic.

Sibonginko­si Nyanga, an analyst at Momentum Securities, said yesterday that most analysts believed Fairfax's offer undervalue­d PPC and PPC's Africa expansion story was now “compelling”.

Fairfax indicated a firm intention to make a partial offer to acquire ordinary shares to the value of R2 billion in PPC at an offer price of R5.75 a share.

Nyanga said everyone was surprised by the margins PPC was able to achieve, adding that Rwanda was in a position to improve its numbers further while double digit growth in revenue and operating profit in Zimbabwe was expected.

PPC's independen­t board last month reported that it had decided not to recommend Fairfax Africa's offer to shareholde­rs.

In terms of the offer, Fairfax indicated a firm intention to make a partial offer to acquire ordinary shares to the value of R2bn in PPC at an offer price of PPC last month reported that it had received a non-binding expression of interest from LafargeHol­cim.

R5.75 a share.

PPC declined to recommend Fairfax Africa's partial offer to its shareholde­rs after Investec Bank, which was appointed by PPC's independen­t board as its independen­t expert to provide a fair and reasonable opinion on the partial offer, decided that the offer both in the context of the proposed merger with AfriSam and on a standalone basis, was not fair and reasonable.

But even prior to receiving

the opinion from Investec Bank, PPC said its preliminar­y opinion was that the company's shares were undervalue­d at R5.75 and did not constitute sufficient compensati­on for PPC shareholde­rs.

Extension The Takeover Regulation Panel had granted Fairfax an extension until December 12 to post its partial offer circular to shareholde­rs.

PPC said yesterday that its

independen­t board had on Friday received Fairfax's formal notificati­on that it would not proceed with the partial offer and the Fairfax partial offer circular would therefore not be posted to PPC shareholde­rs.

PPC yesterday renewed its cautionary announceme­nt.

This relates to PPC last month reporting that it had received a non-binding expression of interest from LafargeHol­cim that contemplat­ed a combinatio­n of certain African assets, a partial cash offer and a special dividend.

The company said its independen­t board continued to engage with LafargeHol­cim about its approach, but warned that these engagement­s may or may not lead to a firm intention to offer.

PPC therefore advised its shareholde­rs to continue to exercise caution when dealing in the company's securities until a further announceme­nt was made.

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